This Vendor Agreement (“Agreement”) is made between Falcon Design Studios (“FDS”) and its partners, herein referred to as “Vendor.” The Agreement will run for a period of 365 days (e.g., May 1 – April 30), unless otherwise terminated under the conditions described below.
Partnership Terms
This Agreement is for a full 365-day period.
As the store’s end date approaches, FDS will send a “last call” email to customers before closing the store.
If total commissions exceed $150, FDS will design and provide a “Thank You” digital banner recognizing the final donation amount. This banner is intended to celebrate store performance and serves as a form of social media promotion when the Vendor shares it on both Facebook and Instagram, tagging @falcondesignstudios. The Vendor must post the banner before commission payments are issued.
During the partnership, FDS will display the Vendor’s logo in appropriate placements such as online stores, emails, and promotional materials. After the partnership ends, FDS retains the right to reference the Vendor’s logo in limited contexts such as “past and present vendors.”
FDS is not responsible for typographical errors or other errors in garment and/or product designs. The Vendor is responsible for reviewing and approving all designs prior to production. While FDS will always take care to avoid mistakes, the Vendor bears final responsibility for approval.
Payments & Early Termination
Commission payments will be issued to the Vendor after the partnership ends, provided all requirements in this Agreement are met.
If the Vendor requests early closure of the store before the full 365 days, FDS reserves the right to withhold any commission payments and will have up to thirty (30) days to remove any trademarked merchandise from the store.
This Agreement, whether verbal or written, is considered binding. If the Vendor breaches this Agreement, FDS has no obligation to fulfill any pending financial commitments.
Payment of Commissions
FDS shall calculate commissions earned by the Vendor on a quarterly basis, with quarters ending on March 31, June 30, September 30, and December 31 of each calendar year.
If the Vendor’s commissions for a given quarter exceed one hundred dollars ($100), FDS shall remit payment to the Vendor within thirty (30) to forty-five (45) days following the close of that quarter (approximately by May 15, August 15, November 15, and February 15, respectively).
If the Vendor’s commissions for a given quarter do not exceed one hundred dollars ($100), such commissions shall be carried over and applied to the following quarter, and payment shall be made once the cumulative commissions exceed the threshold.
Payments will be made only in accordance with this schedule. The Vendor acknowledges and agrees that payments cannot be made on demand, with no exceptions.
Exclusivity
The Vendor agrees that FDS will serve as its exclusive merchandise vendor during the term of this Agreement.
The Vendor may not enter into agreements with other companies offering similar spirit wear or merchandise services without prior written approval from FDS.
FDS retains the right to work with other vendors, organizations, or teams, but agrees not to prioritize one vendor’s store over another in terms of service or promotional support.
Right of First Refusal
If the Vendor desires to add a new product category to its merchandise offerings (e.g., mugs, water bottles, or other items not currently being produced), the Vendor shall first present such opportunity to FDS. The Vendor’s request must include sufficient details of the proposed product(s), including but not limited to specifications, intended quantities, target pricing, and desired delivery timelines, so that FDS can reasonably evaluate the request.
FDS will have the right of first refusal to provide such products on commercially reasonable terms. FDS shall have thirty (30) days from receipt of the Vendor’s complete request to confirm its ability and intent to provide the requested products. Only if FDS declines in writing or fails to respond within this period may the Vendor seek an alternative supplier, and any such agreement with an alternative supplier must not be on terms materially more favorable to the Vendor than those last offered by FDS.
Intellectual Property & Liability
All designs created by FDS remain the sole property of FDS. Vendor logos, trademarks, and intellectual property remain the property of the Vendor.
FDS is not liable for issues outside its control, including but not limited to: shipping delays, third-party print or production errors, vendor miscommunications, or platform outages.
FDS will make reasonable efforts to resolve such issues quickly but assumes no financial responsibility for losses caused by these circumstances.
Non-Solicitation
The Vendor agrees not to solicit, contract with, or otherwise engage directly with any printers, manufacturers, or fulfillment partners introduced by FDS during or after the term of this Agreement, without prior written consent from FDS.
This restriction is intended to protect FDS’s vendor relationships and will remain in effect for twelve (12) months following the end of this Agreement.
Confidentiality
The Vendor agrees to keep confidential all information provided by FDS that is not publicly available, including but not limited to commission structures, pricing, vendor relationships, production methods, and business processes.
Confidential information may not be disclosed to any third party or used for purposes outside this Agreement without prior written consent from FDS.
These confidentiality obligations will survive the expiration or termination of this Agreement.
Termination for Cause
FDS may immediately terminate this Agreement if the Vendor breaches any material term, including but not limited to: exclusivity, non-solicitation, confidentiality, or approval obligations.
In the event of termination for cause, FDS may withhold any pending commission payments at its sole discretion.
Respect and Partnership
FDS prides itself on respect, communication, and empathy in all business relationships. We view each Vendor as a valued partner in our shared mission to make a difference. Vendors are expected to share this commitment to mutual respect and collaboration.
Any behavior that undermines this partnership—including disrespectful communication, attempts to dictate the operations of FDS, or conduct inconsistent with a spirit of cooperation—may result in immediate termination of this Agreement at the sole discretion of FDS.
Dispute Resolution
Both parties agree to first attempt to resolve any disagreements or disputes through good-faith communication.
If a resolution cannot be reached informally, either party may pursue legal remedies, but only after making a reasonable attempt to resolve the matter outside of legal proceedings.
No Obligation to Renew
At the end of the 365-day term, there is no obligation for either party to renew the Agreement.
Renewal may only occur if both parties agree in writing to extend or revise the terms.
Entire Agreement
